Exhibit 4F
COMMON SECURITIES PURCHASE AGREEMENT
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of May 4, 1998
(this "Agreement"), between Sun Financing I, a statutory business trust
organized under the laws of the State of Delaware (the "Trust"), and Sun
Healthcare Group, Inc., a Delaware corporation (the "Buyer"), relating to the
Trust's 7% Common Securities (liquidation amount $25 per common security)
representing undivided beneficial interests in the Trust (the "Common
Securities").
WHEREAS, the Buyer, as sponsor of the Trust, desires to purchase from
the Trust, and the Trust desires to sell to the Buyer, certain of the Trust's
securities.
NOW, THEREFORE, the parties hereto agree as follows:
i. The Buyer hereby subscribes for and offers to purchase and the
Trust hereby accepts such offer and agrees to issue and sell to the Buyer
contemporaneous with the Closing Date (as defined in the Purchase Agreement,
dated April 28, 1998, among the Buyer, the Trust and each of the underwriters
named therein), 426,805.25 Common Securities with an aggregate liquidation
amount with respect to the assets of the Trust of $10,670,131.25 in
consideration of the payment on or before the date hereof of $10,670,131.25 in
immediately available funds.
ii. The Trust represents and warrants that, upon execution and
delivery to the Buyer, the Common Securities will be duly authorized, validly
issued, fully paid and non-assessable and entitled to the benefits and subject
to the terms of the Amended and Restated Declaration of Trust, dated as of May
4, 1998, between the Buyer, as sponsor, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and Xxxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx, as Administrative Trustees.
iii. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
IN WITNESS WHEREOF, each of the Trust and the Buyer has caused this
Agreement to be signed by its duly authorized officers as of the date first
above written.
SUN FINANCING I,
as the Trust
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Administrative Trustee
SUN HEALTHCARE GROUP, INC.,
as the Buyer
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
